Australia ended an eight-match losing streak against England with a 30-28 win in the first of three test matches, adding more pressure on embattled losing coach Eddie Jones.
England arrived in Western Australia last week after losses to Ireland, France and most recently a surprise 52-21 defeat by the Barbarians invitational side.
The Australians were forced to play a man down for more than half the match after lock Darcy Swain was sent off for head-butting his English rival Jonny Hill. But Australia scored three second-half tries to end England's domination of Australia that dates to 2015.
The visitors scored two late tries to make the result close.
Australia were hard-hit by injuries early. Wallabies fullback Tom Banks sustained an apparent serious arm injury during the first half and Quade Cooper was a last-minute withdrawal after straining his left calf in the warm-up.
After leaping high into the air in a bid to catch Nic White's 22nd-minute restart, Banks' left arm bent the wrong way as he crashed to the ground and attempted to avoid a head-first landing.
The Wallabies were completing their warm-up when Cooper injured his calf. Noah Lolesio was moved into the starting lineup in place of Cooper at No 10 while James O'Connor was brought onto the bench.
Cooper led the Wallabies to five straight wins last year after his four-year exile from the national side. O'Connor was part of a corporate function before the match but was rushed to the dressing room to get changed once Cooper's injury was confirmed.
Australia captain Michael Hooper said his side improvised well.
"We came up with a lot of solutions, so I'm proud of the effort despite a lot of changes at the last minute," Hooper said. "You can't script that stuff. You can have all those plans and then they go out the window. Our coaching staff did a great job of managing the game."
England captain Courtney Lawes said his side were disappointed.
"Full credit to Australia," Lawes said. "We probably didn't execute as well as we should have, and they finished their opportunities."